Securities code: Chahua Modern Housewares Co.Ltd(603615) securities abbreviation: Chahua Modern Housewares Co.Ltd(603615) Announcement No.: 2022028 Chahua Modern Housewares Co.Ltd(603615)
With regard to the announcement of diluting the immediate return, filling the immediate return measures and the commitments (Revised Draft) of relevant subjects in this non-public offering of a shares, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. In accordance with the relevant requirements of several opinions of the State Council on further promoting the healthy development of the capital market, the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return, in order to protect the interests of small and medium-sized investors, Chahua Modern Housewares Co.Ltd(603615) (hereinafter referred to as “the company” and ” Chahua Modern Housewares Co.Ltd(603615) “) analyzes the impact of the non-public offering of A-Shares on the dilution of immediate return in combination with the latest situation, and formulates specific filling measures for the dilution of immediate return. The specific contents are as follows:
1、 The impact of this non-public offering on the company’s earnings per share and other major financial indicators
(I) main assumptions for financial index calculation
The calculation of the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators is mainly based on the following assumptions:
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development, the company’s business environment and the securities market;
2. Assuming that the non-public offering of the company is completed on September 30, 2022, the completion time is only used to calculate the impact of the diluted immediate return of the non-public offering on the main financial indicators, and does not constitute a commitment to the actual completion time. Finally, the actual completion time after the issuance is approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) shall prevail;
3. The total amount of funds to be raised in this non-public offering does not exceed 380 million yuan (including this amount). It is assumed that the total amount of funds raised is calculated according to its upper limit, and the impact of issuance expenses is not considered (the total amount of funds raised is only an estimated value, and finally the total amount of funds raised approved by the CSRC and actually completed the issuance shall prevail, regardless of the impact of issuance expenses);
4. As of the disclosure date of this announcement, the total share capital of the issuer is 24340000 shares. It is assumed that the impact of repurchase, unlocking and dilution of granted restricted shares, possible equity distribution and other factors will not be considered;
5. The maximum number of shares issued this time is 72942000 shares. It is assumed that the total share capital of the company will reach 316082000 shares after the issuance according to the upper limit of the number of non-public shares issued this time (the number of shares issued is only the estimated upper limit, which will be finally determined by the board of directors through consultation with the sponsor (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders and the actual subscription situation);
6. Based on the principle of prudence, the impact on the company’s production and operation and financial status after the funds raised in this issuance are received is not considered;
7. It is assumed that cash dividends are not considered;
8. According to the company’s annual report for 2021 (Revised), the net profit attributable to shareholders of the listed company in 2021 was -204555 million yuan, and the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses was -252231 million yuan.
In 2022, it is assumed that the temporary factors in 2021 will not be considered, such as the dismissal benefits arising from the relocation of the company’s production line to lianjiang. It is estimated that the net profit attributable to the shareholders of the listed company and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2022 will increase by 30 million yuan compared with that in 2021.
The above assumptions are only to calculate the impact of the diluted immediate return of the non-public offering of shares on the company’s main financial indicators, do not represent the company’s judgment on the future operation and trend, and do not constitute a profit forecast. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation.
(II) calculation of the impact of this issuance on the company’s earnings per share and other major financial indicators
Based on the above assumptions, the impact of this issuance on the company’s main financial indicators is as follows:
Project year 202112.312021 year 202212.312022 year
Before and after this offering
Total share capital (10000 shares) 24314 Palm Eco-Town Development Co.Ltd(002431) 4003160820
Number of shares issued this time (10000 shares) – 729420
Net profit attributable to shareholders of listed company -20455595445.95445 million yuan
Basic earnings per share (yuan / share) -0.0838 0.0393 0.0365
Diluted earnings per share (yuan / share) -0.0838 0.0393 0.0365
Net profit attributable to shareholders of Shanghai -252231 477.69 477.69 company after deducting non recurring profits and losses (10000 yuan)
Basic income per -0.1034 0.0196 0.0183 shares after deducting non recurring profits and losses (yuan / share)
Diluted earnings per -0.1034 0.0196 0.0183 shares after deducting non recurring profits and losses (yuan / share)
Note: basic earnings per share and diluted earnings per share are calculated in accordance with the provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 9 – Calculation and disclosure of return on net assets and earnings per share.
According to the above calculation, after the completion of this non-public offering, it is expected that the basic earnings per share and diluted earnings per share of the company may decline to a certain extent in the short term, so the immediate return of the company will be diluted to a certain extent in the short term.
2、 Special risk tips on diluted immediate return of this non-public offering
After the completion of this non-public offering, the scale of the company’s total assets and net assets will increase, and the total share capital will increase accordingly.
After the raised funds are in place, although the company will make rational use of the raised funds, it will take a certain process and time to achieve the expected results. Therefore, the company’s earnings per share and return on net assets may decline to a certain extent in the short term. There is a risk of diluting the company’s immediate return in the current year. Please invest rationally and pay attention to investment risks.
At the same time, the company’s calculation of the dilution impact of this non-public offering on the main financial indicators of the company’s immediate return does not represent the company’s judgment on the operation and financial situation in 2022, nor does it constitute a profit forecast. The filling measures formulated by the company to deal with the risk of dilution of immediate return do not guarantee the company’s future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation.
3、 Necessity and rationality of this non-public offering
For the necessity and rationality of this non-public offering of shares, see “section II feasibility analysis of the board of directors on the use of the raised funds” in the plan for non-public development of A-Shares in Chahua Modern Housewares Co.Ltd(603615) 2021 (Revised Version).
4、 The relationship between the investment project of the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) the relationship between the investment project of the raised funds and the existing business of the company
The company’s existing business is the basis for the implementation of the fund-raising investment project, and the fund-raising investment project is the deepening and expansion of the existing business.
After more than 20 years of development, the company’s existing products have established a good brand and image in the Chinese market, have a leading position in the same industry in China, and have formed the core competitiveness of the combination of marketing network, R & D technology and industry experience, which has laid a solid foundation for the implementation of the company’s fund-raising investment project. Based on the existing main business and in accordance with the requirements of the company’s development strategy and development objectives, the company’s investment projects with raised funds are carried out in a hierarchical and planned manner, which are the deepening and expansion of existing products and channels, and have very close consistency and continuity with the existing business. If the investment project with raised funds can be successfully implemented, it will promote the company to optimize the product structure, enhance the profitability of the company and be conducive to the sustainable development of the company.
(II) personnel, technology and market reserves of the company engaged in the investment projects with raised funds 1. Personnel reserves
To a certain extent, the company’s business development ability depends on the company’s technological innovation and experience accumulation, and a stable personnel team is the core resource for the company’s long-term development. The company has been deeply engaged in the daily plastic products industry for many years, has always regarded the construction of talent team as one of the primary tasks, and has formed a mature and stable core management team and high-quality technical R & D team, which can fully grasp the general direction of the development of the daily plastic products industry, Formulate a scientific strategic development plan to ensure that the products and services provided by the company can meet the development needs of the market. The company has set up a R & D center in Shanghai, constantly introducing excellent R & D and design talents, plans to upgrade the existing R & D center, concentrate various scientific research forces, further improve the R & D level of the company in the field of plastic and biodegradable new materials and products, expand its technological leading advantages outside China and consolidate its industrial position in the medium and high-end market.
2. Technical reserve
After years of accumulation, the company has gathered a group of excellent talents in new material R & D, material modification, process improvement and new product development. After more than 20 years of intensive cultivation, the company has accumulated rich experience and technology in basic theoretical research, new material R & D, new product development, test experiment, batch production process and so on. At the same time, before the introduction of national policies, the company exchanged and cooperated with experts in the field of fully biodegradable materials to provide effective technical support for the company’s R & D.
In terms of biodegradable materials, PBAT and other biodegradable materials need to be modified before they can be processed to produce finished products that meet the requirements of customers. If they are used directly, the processed products can not meet the normal use standards in terms of hardness, color, toughness, compression resistance, high temperature resistance, hydrolysis resistance and other indicators. The company laid out earlier and focused on the modification of biodegradable materials by physical and chemical means. At present, the company has the ability of modification of biodegradable materials, product manufacturing and mold manufacturing. It has a long coverage of the industrial chain of biodegradable materials and products, which can quickly respond to customer needs and control production costs.
3. Market reserve
The company’s Chinese marketing network focuses on dealer sales, supplemented by sales methods such as business supermarket direct sales and e-commerce. Among them, the offline marketing channels include provincial-level distributors, prefecture level distributors and self operated Ka channels, covering all provinces and major Ka systems in China. The products enter many large, medium-sized and small supermarket terminals, and the company cooperates with international well-known chain supermarkets such as RT mart, Wal Mart, Bufeng lotus, Carrefour and Auchan, as well as Yonghui, China Resources Wanjia, Renrenle Commercial Group Co.Ltd(002336) , Better Life Commercial Chain Share Co.Ltd(002251) , Jiajiayue Group Co.Ltd(603708) Wumart and other well-known supermarket terminals in China have established close long-term partnership. E-commerce business covers five major e-commerce platforms such as tmall, Taobao, jd.com, Suning and pinduoduo and other major e-commerce channels, and actively arranges emerging sales models such as live broadcasting and community group purchase.
To sum up, the investment projects raised in this issuance have been demonstrated in detail. The company has made full preparations in terms of personnel, technology and market. The company has the comprehensive implementation ability of the investment projects raised.
5、 Specific measures for diluting the immediate return of this non-public offering
In order to protect the interests of the majority of investors and reduce the impact of this non-public offering on the possible dilution of the immediate return, the company plans to take a variety of measures to ensure the effective use of the funds raised by this non-public offering and prevent the risk of dilution of the immediate return, so as to improve the immediate return to shareholders. The specific measures to be taken by the company are as follows: (I) strengthen the management of raised funds and improve the efficiency of fund use
The company has fully demonstrated the feasibility of the investment project raised by this issuance. The investment project conforms to the national industrial policy, industry development trend and the company’s development strategy, and has good development prospects and expected benefits. After the funds raised in this offering are in place, the company will carry out special storage of the raised funds in accordance with the management measures for the use of the company’s raised funds and other provisions, ensure that the raised funds are used according to the intended purpose, and cooperate with the regulatory bank and the recommendation institution in the inspection and supervision of the use of the raised funds. In the future, the company will strive to improve the use efficiency of funds, improve and strengthen the investment decision-making procedures, design more reasonable fund use schemes, make rational use of various financing tools and channels, control the cost of funds, improve the use efficiency of funds, save various expenses of the company, comprehensively and effectively control the operation and control risks of the company and improve the profitability of the company.
(II) strengthen operation management and internal control to improve operation efficiency and profitability
The company will continue to improve its business model and consolidate its dominant main business. On the one hand, the company will continue to promote technological progress and provide necessary technical support to its subsidiaries to control costs; On the other hand, the company will strengthen post project tracking and risk management. The subsidiaries will deeply tap their potential, strengthen energy conservation and consumption reduction and cost management, and actively carry out necessary facility process transformation and technological upgrading. At the same time, the company will strengthen daily operation management and internal control, constantly improve the corporate governance structure, strengthen budget and investment management, comprehensively improve the daily operation efficiency of the company, reduce the operation cost of the company and improve the operation performance.
(III) continuously improve corporate governance and provide institutional guarantee for the development of the company
The company will strictly abide by the provisions of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, and constantly improve the corporate governance structure to ensure that shareholders can fully exercise their rights and ensure the directors
